Perrigo Company plc Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated March 23, 2017, reports on the restatement of previously issued financial statements for Perrigo Company plc. The filing provides recast financial information for the calendar years 2014 through 2016, including quarterly data for 2015 and 2016. The report is intended to be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2016, and amended quarterly reports.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1, which contains select segment financial metrics and recast historical financial information. The report details the methodology for calculating non-GAAP measures, including adjusted gross profit, adjusted operating income, adjusted net income, and adjusted diluted earnings per share.
Material Changes and Restatements
The primary material change disclosed is the restatement of financial statements to reflect recast information. The Company has adjusted reported results to exclude or include specific items to better reflect underlying operational trends. Adjustments include:
- Amortization expense related to acquired intangible assets.
- Operating results attributable to held-for-sale businesses.
- Acquisition and integration-related charges, including losses from derivatives associated with the Omega acquisition.
- Impairment charges and restructuring charges.
- Unusual litigation and legal/consulting fees related to the Mylan defense.
- R&D payments for collaborative agreements and the Tysabri royalty stream fair value change.
- Financing fees, losses on early debt extinguishment, and investment losses.
- Gains on divestitures and amortization of inventory step-up.
Management Commentary and Non-GAAP Measures
Management utilizes non-GAAP financial measures to evaluate ongoing operating trends, facilitate comparability between periods, and assess future prospects. These measures are used for planning, forecasting, and determining compensation. The Company asserts that these adjusted measures provide investors with a clearer view of the business by excluding items that obscure underlying operational performance, such as impairment and restructuring charges. The filing explicitly states that these non-GAAP measures are supplements to, not replacements for, GAAP measures.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific recast financial figures for 2014-2016, as this 8-K text does not contain the actual numbers.
- Verify the reconciliation between the reported GAAP measures and the non-GAAP adjusted measures provided in the full report.
- Examine the Amended Quarterly Reports on Form 10-Q/A for the quarters ended April 2, July 2, and October 1, 2016, to understand the scope of the restatement.
- Assess the impact of the excluded items, particularly those related to the Omega acquisition and the Mylan defense, on the Company's historical profitability.